Dell mini-case

(SPEs and A/R securitizations)

Special Purpose Entities, now made infamous in the wake of Enron’s bankruptcy, have been a legitimate financing mechanism for over two decades and are an integral part of corporate finance today. To begin, please read WSH Ch 3 (pp. 161-167).

This mini-case is designed to familiarize you with the accounting for securitizations in wake of SFAS 140. We will use Dell, Inc. to explore the effects of this new standard. Dell has encountered the effects of the FIN 46 consolidation rules in connection with its financing of consumer purchases through CIT.

First, some background on this new standard. In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". The guidance in SFAS No. 140 superceded SFAS No. 125. Under SFAS No. 125, securitization transactions were accounted for as sales of receivables. SFAS No. 140 established new conditions for a securitization to be accounted for as a sale of receivables. Specifically, SFAS No. 140 changed the requirements for an entity to be a qualifying special purpose entity (QSPE) and modified under what conditions a transferor has retained effective control over transferred assets. The new standard was effective for transfers occurring after March 31, 2001.

FIN46(R) was passed in order to address the issue of control in which control is achieved via legal documents and not from stock ownership. Those entities that are deemed not to be independent will now be consolidated with the “primary beneficiary,” thus adding their assets and liabilities to that company’s balance sheet. FIN46(R) will make it much more difficult to securitize receivables and remove them from the balance sheet. This mini-case examines the SPE/VIE structure, the financial reporting implications of FIN46(R), and Dell’s response.

Please review the following footnotes from the Dell2005 10-Kand answer the following questions:

  1. For what purpose has Dell established a relationship with the consumer finance company, CIT?
  2. What percentage does Dell own of DFS? How was it able to avoid consolidation of this entity prior to FIN 46(R)?
  3. What are the effects of FIN46(R) on Dell’s balance sheet and income statement?
  4. What has been Dell’s response going forward?

Off-Balance Sheet Arrangements

Consolidation of Leasing AffiliateDell is currently a partner in DFS, a joint venture with CIT. Thejoint venture allows Dell to provide its customers with various financing alternatives while CITgenerally provides the financing between DFS and the customer for certain transactions. Dell beganconsolidating DFS's Financial results at the beginning of the third quarter of Fiscal 2004 due to theadoption of Financial Accounting Standards Board (""FASB'') Interpretation No. 46R (""FIN 46R'').See Note 6 of ""Notes to Consolidated Financial Statements'' included in ""Item 8ÌFinancialStatements and Supplementary Data.''

Securitized Lending Transactions During the third quarter of fiscal 2005, Dell and CIT executed anagreement that extended the term of the joint venture to January 29, 2010 and modified certainterms of the relationship. Prior to the execution of that agreement, CIT provided all of the financingfor transactions between DFS and the customer. The extension agreement gives Dell the right, butnot the obligation, to participate in such Financings. During the fourth quarter of fiscal 2005, Dellbegan financing certain loan and lease transactions through securitized lending arrangements.Specifically, Dell began selling certain loan and lease finance receivables to an unconsolidatedqualifying special purpose entity that is wholly owned by Dell. The qualifying special purpose entityis a separate legal entity with assets and liabilities separate from those of Dell. The qualifying specialpurpose entity has entered into a Financing arrangement with a multiseller conduit that in turn issuesasset-backed debt securities to the capital markets. The sale of these loan and lease financingreceivables did not have a material impact on Dell's consolidated results of operations, financialposition, or cash flows for fiscal 2005. Dell expects that its participation in securitized lendingtransactions may increase in future periods.

Master Lease FacilitiesDell historically maintained master lease facilities which provided thecompany with the ability to lease certain real property, buildings, and equipment to be constructedor acquired. These leases were accounted for as operating leases by Dell. During fiscal 2004, Dellpaid $636 million to purchase all of the assets covered by its master lease facilities. Accordingly, theassets formerly covered by these facilities are included in Dell's consolidated statement of Financialposition and Dell has no remaining lease commitments under these master lease facilities.

Principles of ConsolidationThe accompanying consolidated financial statements include theaccounts of Dell and its wholly-owned and controlled majority-owned subsidiaries and have beenprepared in accordance with accounting principles generally accepted in the United States ofAmerica (""GAAP''). All significant intercompany transactions and balances have been eliminated.

Dell is currently a partner in Dell Financial Services L.P. (""DFS''), a joint venture with CIT Group Inc.(""CIT''). The joint venture allows Dell to provide its customers with various financing alternativeswhile CIT provides the financing between DFS and the customer for certain transactions. Dell beganconsolidating DFS's financial results at the beginning of the third quarter of fiscal 2004 due to theadoption of Financial Accounting Standards Board (""FASB'') Interpretation No. 46R (""FIN 46R'').The consolidation of DFS had no impact on Dell's net income or earnings per share because Dellhad historically been recording its 70% equity interest in DFS under the equity method. See Note 6 of""Notes to Consolidated Financial Statements.''

NOTE 6Financial Services

Dell is currently a partner in DFS, a joint venture with CIT. The joint venture allows Dell to provide itscustomers with various financing alternatives while CIT usually provides the financing for thetransaction between DFS and the customer for certain transactions. In general, DFS facilitatescustomer financing transactions through either loan or lease financing. For customers who desireloan financing, Dell sells equipment directly to customers who, in turn, enter into loans with CIT to finance their purchases. For customers who desire lease financing, Dell sells the equipment to DFS,and DFS enters into direct financing lease arrangements with the customers. Dell recognizedrevenue from the sale of products pursuant to loan and lease financing transactions of $5.6 billion,$4.5 billion, and $3.6 billion during fiscal 2005, 2004, and 2003, respectively.

Dell currently owns a 70% equity interest in DFS. During the third quarter of fiscal 2004, Dell beganconsolidating DFS's financial results due to the adoption of FIN 46R. FIN 46R provides that if anentity is the primary beneficiary of a Variable Interest Entity (""VIE''), the assets, liabilities, andresults of operations of the VIE should be consolidated in the entity's financial statements. Based onthe guidance in FIN 46R, Dell concluded that DFS is a VIE and Dell is the primary beneficiary ofDFS's expected cash flows. Prior to consolidating DFS's financial results, Dell's investment in DFSwas accounted for under the equity method because the company historically did not exercisecontrol over DFS. Accordingly, the consolidation of DFS had no impact on Dell's net income orearnings per share. CIT's equity ownership in the net assets of DFS as of January 28, 2005 was$13 million, which is recorded as minority interest and included in other non-current liabilities onDell's consolidated statement of financial position. The consolidation did not alter the partnershipagreement or risk sharing arrangement between Dell and CIT.

During the third quarter of fiscal 2005, Dell and CIT executed an agreement that extended the termof the joint venture to January 29, 2010 and modified certain terms of the relationship. In accordancewith the extension agreement, net income and losses generated by DFS are currently allocated 70%to Dell and 30% to CIT. CIT has no recourse or rights of return to Dell, except that end-usercustomers may return equipment in accordance with Dell's standard return policy. The extensionagreement provides Dell with the option to purchase CIT's 30% interest in DFS in February 2008 fora purchase price ranging from $100 million to $345 million, depending upon DFS's profitability. If Delldoes not exercise this purchase option, Dell is obligated to purchase CIT's 30% interest upon theoccurrence of certain termination events, or expiration of the joint venture on January 29, 2010 for apurchase price ranging from $100 million to $345 million.

Prior to execution of the extension agreement, CIT provided all of the financing for transactionsbetween DFS and the customer. The extension agreement also gives Dell the right, but not theobligation, to participate in such financings beginning in the fourth quarter of fiscal 2005. During thefourth quarter of fiscal 2005, Dell began selling certain loan and lease finance receivables to anunconsolidated qualifying special purpose entity that is wholly owned by Dell. The qualifying specialpurpose entity is a separate legal entity with assets and liabilities separate from those of Dell. Thequalifying special purpose entity has entered into a financing arrangement with a multiseller conduitthat in turn issues asset-backed debt securities to the capital markets. Transfers of financingreceivables are recorded in accordance with the provisions of SFAS No. 140, Accounting forTransfers and Servicing of Financial Assets and Extinguishment of Liabilities. The sale of these loanand lease financing receivables did not have a material impact on Dell's consolidated financialposition, results of operations, or cash flows for fiscal 2005.

DFS maintains credit facilities with CIT which provide DFS with a funding capacity of up to$1.0 billion. As of January 28, 2005, outstanding advances under these facilities totaled $158 millionand are included in other current and non-current liabilities on Dell's consolidated statement of financial position. Dell is dependent upon DFS to provide financing for a significant number ofcustomers who elect to finance Dell products, and DFS is dependent upon CIT to access the capitalmarkets to provide funding for these transactions. If CIT is unable to access the capital markets, Dellwould find additional alternative sources for financing for its customers or self-finance theseactivities.